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ANNUAL REPORT
NOTICE IS HEREBY GIVEN THAT THE 28TH (TWENTY-EIGHTH) ANNUAL GENERAL MEETING (28TH AGM) OF
BEHRAM CHEMICALS PRIVATE LIMITED WILL BE HELD ON TUESDAY, 27TH JULY, 2021 AT 11.00 A.M. (IST)
AT THE REGISTERED OFFICE OF THE COMPANY AT CONFERENCE ROOM, 3RD FLOOR, “GODREJ ONE”,
PIROJSHANAGAR, EASTERN EXPRESS HIGHWAY, VIKHROLI (EAST), MUMBAI – 400 079 (MAHARASHTRA)
[MEETING SERIAL NO.: GM/1/2021-22]
ORDINARY BUSINESS:
1. Adoption of Financial Statements for the Financial Year ended 31st March, 2021:-
To receive, consider and adopt the Audited Statement of Profit & Loss, Cash Flow Statement for the
Financial Year ended 31st March, 2021; Balance Sheet as at that date; the Auditors' Report and the
Directors' Report thereon, including Annexures thereto.
2. Appointment of Mr. Arijit Mukherjee, as a Director, liable to retire by rotation, who has offered
himself for re-appointment:-
To appoint a Director in place of Mr. Arijit Mukherjee, Director [having Director Identification Number
(DIN): 07334111)], who retires by rotation and being eligible offers himself for re-appointment as a
“Director”.
To consider, and if thought fit, to pass, the following resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the
Companies Act, 2013, of Mr. Arijit Mukherjee, Non-Executive Director (DIN: 07334111), who retires
by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a
“Non-Executive Director” of the Company.”
Sd/-
Ashok V. Hiremath
Director
(DIN: 00349345)
Mumbai, 29th April, 2021
Registered Office:
“Godrej One”, 3rd Floor, Pirojshanagar,
Eastern Express Highway, Vikhroli (East),
Mumbai – 400 079, Maharashtra, India
NOTES:
Pursuant to Section 105 of the Companies Act, 2013 (“the Act”), a person can act as a
Proxy on behalf of not more than 50 (Fifty) Shareholders and holding in aggregate, not
more than 10% (Ten per cent) of the total share capital of the Company. Shareholders
holding more than 10% (Ten per cent) of the total share capital of the Company may
appoint a single person as Proxy, who shall not act as a Proxy for any other Shareholder.
A proxy so appointed shall not have any right to speak at the Meeting. The instrument of
Proxy, in order to be effective, should be deposited at the Registered Office of the
Company, duly completed and signed, not later than 48 (Forty-eight) hours before the
commencement of the AGM. Proxy Form is annexed to this Report. Proxies submitted on
behalf of limited companies, societies, etc., must be supported by an appropriate
resolution / authority, as applicable. Corporate Shareholders intending to send their
Authorized Representative(s) to attend the AGM, pursuant to Section 113 of the Act, are
requested to send to the Company, a certified true copy of the Board Resolution together
with the respective specimen signatures of those representative(s) authorized under the
said resolution to attend and vote on their behalf at the Meeting.
In case of joint holders attending the Meeting, only such joint holder who is higher in the
order of names will be entitled to vote.
2. During the period beginning 24 (Twenty-four) hours before the time fixed for the
commencement of the AGM and ending with the conclusion of the AGM, a Shareholder
would be entitled to inspect the proxies lodged at any time during the business hours of
the Company between 10.00 a.m. (IST) to 4.00 p.m. (IST).
4. The Register of Directors and Key Managerial Personnel and their Shareholding,
maintained under Section 170 of the Act, will be available for inspection by the
Shareholders at the AGM.
5. The Register of Contracts and Arrangements, in which the Directors are interested,
maintained under Section 189 of the Act, will be available for inspection by the
Shareholders at the AGM.
6. Route Map showing directions to reach to the venue of the 28th (Twenty Eighth) AGM
is given at the end of this Notice as per the requirement of the Secretarial Standards -2
on “General Meetings.”
ATTENDANCE SLIP
I / We, hereby record my / our presence at the 28th (Twenty Eighth) Annual General
Meeting of the Company at the Registered Office of the Company at Conference Room,
3rd Floor, “Godrej One”, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai
– 400 079, Maharashtra on Tuesday, 27th July, 2021 at 11.00 A.M. (IST)
Notes:
1. Please fill up the details of the Folio / DP ID- Client ID and Name and sign this
Attendance Slip and hand it over at the Attendance Verification Counter at the
ENTRANCE OF THE MEETING HALL.
2. Members are requested to bring this slip along with them as duplicate slips will not
be issued at the venue of the Meeting.
Form No. MGT-11
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and
Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the
Member(s)
Registered Address
Email Id
1. Address: _________________________________
Name:___________________________
2.
Address: _________________________________
Name:___________________________
3.
Address: _________________________________
Name:___________________________
as my / our proxy and to attend and vote (on a poll) for me / us on my / our behalf at the
28th (Twenty Eighth) Annual General Meeting of the Company scheduled to be held
Tuesday, 27th July, 2021 At 11.00 A.M. (IST) at the Registered Office of the Company at
Conference Room No.24, “Godrej One”, 3rd Floor, Pirojshanagar, Eastern Express
Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra and at any adjournment(s)
thereof in respect of such resolutions as are indicated below:
Resolution
Resolutions
No.
Ordinary Business
Adoption of Financial Statements for the Financial Year ended 31st
1
March, 2021
Appointment of Mr. Arijit Mukherjee as a Director, liable to retire by
2
rotation, who has offered himself for re-appointment.
Signature of Shareholder:____________________
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited
at the Registered Office of the Company, not less than 48 (Forty Eight) hours before the
commencement of the Annual General Meeting.
2. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to
attend and vote on a poll instead of himself / herself and proxy need not be a Member.
A person can act as a Proxy on behalf of not more than 50 (Fifty) Members and holding
in aggregate, not more than 10% (Ten percent) of the total share capital of the Company.
Members holding more than 10% (Ten percent) of the total share capital of the Company
may appoint a single person as Proxy, who shall not act as a Proxy for any other person /
Member. Proxies submitted on behalf of limited companies, societies, etc., must be
supported by an appropriate resolution / authority, as applicable. A proxy so appointed
shall not have any right to speak at the Meeting.
3. For the Resolutions, please refer to the Notice of the 28th (Twenty Eighth) Annual
General Meeting.
BRIEF RESUME OF DIRECTOR(S) APPOINTMENT / RE-APPOINTMENT AT THE
28th ANNUAL GENERAL MEETING OF THE COMPANY
Nationality Indian
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BEHRAM CHEMICALS PRIVATE LIMITED
“GODREJ ONE”, 3RD FLOOR, PIROJSHANAGAR, EASTERN EXPRESS HIGHWAY, VIKHROLI (EAST),
MUMBAI- 400079, MAHARASHTRA, TEL NO: 022-25188010, EMAIL ID: behram.chemicals@godrejastec.com
CIN: U24100MH1993PTC071480
DIRECTORS' REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021
To,
The Members,
Behram Chemicals Private Limited
Your Directors have pleasure in presenting the 28th (Twenty Eighth) Annual Report together with the
Audited Financial Statements for the Financial Year ended 31st March, 2021.
FINANCIAL HIGHLIGHTS:
Your Company’s financial performance during the Financial Year 2020-21 as compared to that of the
previous Financial Year 2019-20 is summarized below:-
(in Rupees)
Particulars 2020-21 2019-20
Revenue from Operations - -
Other Income 10,80,000 10,80,000
Profit/(Loss) Before Interest and Depreciation 9,79,316 9,31,816
Less: Depreciation 87,988 87,988
Less: Interest - -
Profit/(Loss) Before Tax 8,91,328 8,43,828
Less: Provision for Income Tax (Incl. Deferred Tax) 2,31,745 2,19,395
Net Profit/(Loss) After Tax 6,59,584 6,24,433
Add: Profit/(Loss) for prior years 39,92,238 33,67,805
Profit Available for Appropriation
Appropriations
Transfer to General Reserve - -
Proposed Dividend (Incl. Dividend Tax) - -
Profit/(Loss) carried to Balance Sheet 46,51,822 39,92,238
The Company has earned Other Income to the extent of Rs. 10,80,000/-. The Company has posted Net Profit
after Tax to the tune of Rs. 6,59,584/- (as compared to Profit of Rs.6,24,433/- in preceding Financial Year)
after deducting depreciation of Rs. 87,988/- in the Financial Year 2020-21 as compared to depreciation of Rs.
87,988/- in the Financial Year 2019-20.
REVIEW OF OPERATIONS / STATE OF AFFAIRS:
Your Company’s objects are to engage itself in the manufacturing of Agro Chemicals.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2020-21 TO WHICH
THE FINANCIAL STATEMENTS RELATE AND DATE OF REPORT (I.E., FROM 1ST APRIL, 2021 UPTO 29TH
APRIL, 2021), IF ANY:
There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year 2020-21 to which the Financial Statement relates
and the date of the Report (i.e., from 1st April, 2020 upto 29th April, 2021).
DIVIDEND:
In order to conserve the financials resources as no major business activity was carried, no dividend has
been recommended by the Board of Directors for the Financial Year 2020-21.
TRANSFER TO RESERVE:
SHARE CAPITAL:
The Company’s Equity Share Capital position as on 31st March, 2021 is as follows:-
During the Financial Year under review, there has been no change in the Authorised and Paid-up Equity
Share Capital.
DEPOSITS:
The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, i.e.
within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c) of the Companies
(Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on
31st March, 2021.
HOLDING COMPANY:
Astec LifeSciences Limited (Holding Company) is, inter alia, engaged in the business of manufacturing of
Agrochemicals. The shareholding of Astec LifeSciences Limited in your Company as on 31st March, 2021
was 65.63% [i.e., 39,380 (Thirty Nine Thousand Three Hundred Eighty) Equity Shares of Face Value of
Rs.100/- (Rupees One Hundred Only) each] of the Paid-up Equity Share Capital of the Company and there
was no change in this position during the Financial Year 2020-21.
SUBSIDIARY COMPANY:
Your Company does not have any Subsidiary Company and there was no change in this position during
the Financial Year 2020-2021.
ASSOCIATE COMPANY:
Your Company does not have any Associate Company and there was no change in this position during the
Financial Year 2020-2021.
The Board of Directors of the Company comprised of the following Directors as on 31st March, 2021:
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company’s
Articles of Association, Mr. Arijit Mukherjee, Director of the Company is liable to retire by rotation at the
forthcoming 28th (Twenty Eighth) Annual General Meeting (AGM), and being eligible, offers himself for re-
appointment.
Appropriate resolution for re-appointment of Mr. Arijit Mukherjee is being moved at the ensuing 28th
(Twenty Eighth) AGM, which the Board of Directors recommends for your approval.
During the Financial Year under review, there was no appointment of any Key Managerial Personnel as
per the provisions of Section 203 read with Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 of the Companies Act, 2013.
The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance to
order to facilitate them to plan their schedule.
There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2020-21 [i.e., on 5th
May, 2020, 21st July, 2020, 28th October, 2020 and 25th January, 2021] in compliance with the
requirements of the Companies Act, 2013 & SS -1 (Secretarial Standards on Board Meetings) issued by
The Institute of Company Secretaries of India (ICSI).
The names of Members of the Board of Directors and their attendance at the Board Meetings are as under:
Sr. Name of the Directors Number of Board Meetings attended during the
No. Financial Year ended 31st March, 2021
1. Mr. Ashok V. Hiremath 3 out of 4
2. Mr. Arijit Mukherjee 4 out of 4
3. Mr. Rakesh Dogra 4 out of 4
4. Mr. Balram S. Yadav 3 out of 4
The provisions of Section 149 of the Companies Act, 2013 with respect to appointment of Independent
Directors are not applicable to your Company. Therefore, the requirement of obtaining the declaration
confirmation from the Independent Directors is not applicable to the Company.
The provisions of Section 149 of the Companies Act, 2013 with respect to appointment of Independent
Directors are not applicable to your Company. Therefore, the disclosure requirement of opinion of the
Board of Directors with regard to integrity, expertise and experience of Independent Directors, is not
applicable to the Company.
VIGIL MECHANISM:
The provisions of Section 177(9) of the Companies Act, 2013 with respect to establishment of Vigil
Mechanism is not applicable to the Company.
The Company is not in contravention of any of the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the period under review, Section 148(1) of the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the Company has not
maintained any cost records and not appointed any Cost Auditor.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility) Rules, 2014 are not applicable to the Company.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013
and the Companies (Management and Administration) Rules, 2014, is given in Form MGT-9 and is annexed
herewith as ‘Annexure A’, which forms a part of this Directors’ Report.
Pursuant to Section 134 of the Companies Act, 2013 (“the Act”), your Directors, to the best of their
knowledge and ability, confirm as under:
a) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2021, the
applicable Accounting Standards have been followed along with proper explanation relating to
material departures, if any;
b) that such accounting policies have been selected and applied consistently, and such judgments
and estimates have been made that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31st March, 2021 and the profit of the Company for
the Financial Year ended as at that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company,
for preventing and detecting fraud and other irregularities;
d) that the Annual Accounts for the Financial Year ended 31st March, 2021 have been prepared on a
going concern basis;
e) that proper Internal Financial Controls were in place and that the Financial Controls were
adequate and were operating effectively;
f) that proper systems are in place to ensure compliance of all laws applicable to the Company and
that such systems are adequate and operating effectively.
There are no adverse remarks or qualifications, reservations or disclaimers made by Statutory Auditors in
their Report for the Financial Year 2020-21 and therefore, no explanations are required to be given by the
Board of Directors.
FRAUD REPORTING:
During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to
the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies
Act, 2013.
The particulars of loans, guarantees or investments made during the Financial Year ended 31st March,
2021, if any, have been disclosed in the notes attached to and forming part of the Financial Statements of
the Company prepared for the Financial Year 2020-21, as per the provisions of Section 186 and Section
134(3)(g) of the Companies Act, 2013.
All Related Party Transactions which were entered into by your Company during the Financial Year 2020-
21 were on an arm’s length basis and in the ordinary course of business. There were no materially
significant Related Party Transactions entered into by the Company with Promoters, Directors or Key
Managerial Personnel which may have a potential conflict with the interest of the Company.
Your Company does not have contracts or arrangements with its Related Parties under Section 188(1) of
the Companies Act, 2013, which are not on arm’s length basis. Hence the details of such contracts or
arrangements with its Related Parties are not required to be disclosed in Form AOC-2 as prescribed under
the Companies Act, 2013 and the Rules framed thereunder. Attention of the Shareholders is also drawn
to the disclosure of transactions with Related Parties as set out in Note No. 19 of the Financial Statements.
None of the Directors have any pecuniary relationship or transactions vis-à-vis the Company.
The disclosures pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies
(Accounts) Rules, 2014 pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo are not applicable to your Company.
RISK MANAGEMENT:
Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate / control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities.
The Company has laid down a comprehensive risk assessment and minimization procedure which is
reviewed by the Board from time to time. These procedures are reviewed to ensure that executive
management controls risk through means of a properly defined framework.
The Board judges the fair and reasonable extent of risks that your Company is willing to take and its
decisions shall be based on this reasonable judgment.
No significant material orders were passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations during the Financial Year 2020-21.
The Company has in place adequate internal financial controls with reference to Financial Statements, in
the opinion of the Board of Directors.
Also, the Company has a proper system of internal controls to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition and that transactions are authorized,
recorded and reported correctly.
During the period under review, such controls were tested and no reportable material weakness in the
design or operation was observed.
STATUTORY AUDITORS:
M/s. Shah & Kathariya, Chartered Accountants were appointed as the Statutory Auditors of the Company
by the Shareholders at the 24th (Twenty Fourth) Annual General Meeting held on 29th September, 2017
for a term of 5 (Five) consecutive years.
Pursuant to the Companies Amendment Act, 2017 read with the Companies (Audit and Auditors) 2nd
Amendment Rules, 2018 and Notification S.O. 1833(E) dated May 7, 2018, the ratification of appointment
of Statutory Auditors at each Annual General Meeting of the Company is not required. Accordingly,
ratification of appointment of the Statutory Auditors are not proposed at the ensuing 28th Annual General
Meeting of the Company.
PARTICULARS OF EMPLOYEES:
There were no employees on the rolls of the Company during the Financial Year 2020-21, accordingly,
there is no disclosure required under Section 197(12) of the Act read with Rule 5, sub-rule (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial
Year ended 31st March, 2021.
SECRETARIAL STANDARDS:
Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS1)
and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India (“ICSI”) as may be amended from time to time.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the Financial Year 2020-21, there was no application made and proceeding initiated / pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against
your Company.
As on the date of this Report, there is no application or proceeding pending against your Company under
the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Financial Year 2020-21, the Company has not made any settlement with its bankers from which
it has accepted any term loan.
OTHER DISCLOSURE AS PER THE COMPANIES (ACCOUNTS) RULES, 2014 RULE 8(5):
Your Directors express their appreciation to the Government agencies and stakeholders for their
continued support.
Sd/- Sd/-
Ashok V. Hiremath Arijit Mukherjee
(Director) (Director)
DIN: 00349345 DIN: 07334111
Place: Mumbai
Date: 29th April, 2021
ANNEXURE A TO BOARD’S REPORT
FORM NO. MGT – 9
EXTRACT OF ANNUAL RETURN
For the Financial Year ended 31st March, 2021
[Pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
1. M. C. Chemicals
3. Kamala Sippy
For each of Top 10 Shareholders Shareholding at the Cumulative Shareholding
beginning of the Year during the Year
No. of shares % of total No. of shares % of total
shares of the shares of
Company the
Company
At the beginning of the year 105 0.175 - -
Date wise Increase / Decrease in Shareholding - - - -
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus / sweat
equity, etc.,)
At the End of the Year (or on the date of separation, - - 105 0.175
if separated during the year)
4. Surendra Verma
For each of Top 10 Shareholders Shareholding at the Cumulative Shareholding
beginning of the Year during the Year
No. of shares % of total No. of shares % of total
shares of the shares of
Company the
Company
At the beginning of the year 105 0.175 - -
Date wise Increase / Decrease in Shareholding - - - -
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus / sweat
equity, etc.,)
At the End of the Year (or on the date of separation, - - 105 0.175
if separated during the year)
5. J. J. Mistry
For each of Top 10 Shareholders Shareholding at the Cumulative Shareholding
beginning of the Year during the Year
No. of shares % of total No. of shares % of total
shares of the shares of
Company the
Company
At the beginning of the year 5 0.008 - -
Date wise Increase / Decrease in Shareholding - - - -
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus / sweat
equity, etc.,)
At the End of the Year (or on the date of separation, - - 5 0.008
if separated during the year)
6. Villo Mistry
For each of Top 10 Shareholders Shareholding at the Cumulative Shareholding
beginning of the Year during the Year
No. of shares % of total No. of shares % of total
shares of the shares of
Company the
Company
At the beginning of the year 5 0.008 - -
Date wise Increase / Decrease in Shareholding - - - -
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus / sweat
equity, etc.,)
At the End of the Year (or on the date of separation, - - 5 0.008
if separated during the year)
For each of the Directors and KMP Shareholding at the Cumulative Shareholding
beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
At the beginning of the year 1 0.002 - -
Date wise Increase / Decrease in Shareholding - - - -
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus / sweat
equity etc.,)
At the End of the Year - - 1 0.002
Note: Astec LifeSciences Limited continues to hold this 1 (One) Equity Share jointly with Mr. Ashok V. Hiremath.
Increase: Nil
Decrease: Nil
2) Mr. Rakesh Dogra (Director)
For each of the Directors and KMP Shareholding at the Cumulative Shareholding
beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
At the beginning of the year 1 0.002 - -
Date wise Increase / Decrease in Shareholding - - - -
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus / sweat
equity etc.,)
At the End of the Year - - 1 0.002
Note: Astec LifeSciences Limited continues to hold this 1 (One) Equity Share jointly with Mr. Rakesh Dogra.
Increase: Nil
Decrease: Nil
For each of the Directors and KMP Shareholding at the Cumulative Shareholding
beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
At the beginning of the year 1 0.002 - -
Date wise Increase / Decrease in Shareholding - - - -
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus / sweat
equity etc.,)
At the End of the Year - - 1 0.002
Note: Astec LifeSciences Limited continues to hold this 1 (One) Equity Share jointly with Mr. Arijit Mukherjee.
Increase: Nil
Decrease: Nil
Note: Mr. Balram S. Yadav, Director of the Company did not hold any Equity Shares of the Company during the Financial Year
2020-21.
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of
the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the
financial year Nil
• Addition
• Reduction
Net Change
Indebtedness at the end of the
financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Sd/- Sd/-
Ashok V. Hiremath Arijit Mukherjee
(Director) (Director)
DIN: 00349345 DIN: 07334111
Place: Mumbai
Date: 29th April, 2021
Independent Auditor’s Report
To the Members of
Behram Chemicals Private Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Behram Chemicals Private Limited (“the Company”),
which comprise the balance sheet as at 31 March 2021, and the statement of profit and loss
(including other comprehensive income), statement of changes in equity and statement of cash flows
for the year then ended, and notes to the financial statements, including a summary of the
significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (“Act”) in
the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and profit
and other comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Other Information
The Company’s management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company’s annual report, but does not
include the financial statements and our auditors’ report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Independent Auditor’s Report (Continued)
Behram Chemicals Private Limited
Management's Responsibility for the Financial Statements
The Company’s management and Board of Directors are responsible for the matters stated in
section 134(5) of the Act with respect to the preparation of these financial statements that give a
true and fair view of the state of affairs, profit and other comprehensive income, changes in equity
and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the
Act. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management and Board of Directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Board of Directors is also responsible for overseeing the Company’s financial reporting process.
(i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of property, plant and equipment.
(b) As explained to us, the Company has a program for physical verification of fixed
assets at periodic intervals. In our opinion, the period of verification is reasonable
having regard to the size of the Company and the nature of its assets. The
discrepancies reported on such verification were not material and have been
properly dealt with in the books of account.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the title deeds of immovable
properties are held in the name of the Company as at balance sheet date.
(ii) The Company does not have inventory, Accordingly, the provisions of clauses 3(ii) of the
Order are not applicable to the Company.
(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited
Liability Partnerships (LLPs) or other parties covered in the register maintained under
Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and
3(iii)(c) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanation given to us and based on
the audit procedures performed by us, the Company has complied with the provisions of
Section 185 and 186 of the Act, with respect to loan granted. The Company has not
provided any guarantees, security or made any investments during the year to the parties
covered under section 185 and 186 of the Act. Accordingly, the provisions of para 3(iv) of
the Order in respect of providing guarantees, security or investments made are not
applicable to Company.
Behram Chemicals Private Limited
Annexure A to the Independent Auditors’ Report – 31 March 2021
(Continued)
(v) In our opinion, and according to the information and explanations given to us, the
Company has not accepted deposits as per the directives issued by the Reserve Bank of
India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act
and the rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable
to the Company.
(vi) In our opinion, and according to the information and explanations given to us, the
maintenance of cost records under section 148 (1) of the Act is not applicable to the
Company under Companies (Cost Record and Audit) Rules, 2014.
(vii) (a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, amounts deducted/ accrued in the
books of account in respect of undisputed statutory dues of Provident fund,
Employees’ state insurance, Profession tax, Duty of custom, Duty of excise, Cess
and other material statutory dues have been regularly deposited with the
appropriate authorities. According to the information and explanations given to us
and on the basis of our examination of records of the Company, amounts deducted/
accrued in the books of account in respect of Income-tax and Goods and services
tax have been regularly deposited with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts
payable in respect of Provident fund, Employees’ state insurance, Profession tax,
Income-tax, Goods and services tax, Duty of custom, Duty of excise, Cess and
other material statutory dues were in arrears as at 31 March 2021 for a period of
more than six months from the date they became payable.
(vii) (b) According to the information and explanations given to us, there are no dues of
Goods and services tax, Duty of customs and Duty of excise as at 31 March 2021,
which have not been deposited with the appropriate authorities on account of any
dispute. According to the information and explanation given to us, the following
dues of Income-tax, Sales-tax and Value added tax have not been deposited by the
Company on account of disputes:
(Amount in INR)
Name of Act Nature of Amount Amount deposited Period to which Forum where
dues demanded under disputes amount relates dispute is pending
(viii) In our opinion and according to the information and explanations given to us, the Company
has not defaulted in repayment of loans and borrowing to the banks. The Company did not
have any outstanding loans and borrowings to government, financial institution and dues to
debenture holders during the year.
Behram Chemicals Private Limited
Annexure A to the Independent Auditors’ Report – 31 March 2021
(Continued)
(ix) According to the information and explanations given to us and based on our examination
of the records of the Company, the Company has not raised any moneys by way of initial
public offer or further public offer (including debt instruments) and has not obtained any
term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable to
the Company.
(x) During the course of our examination of the books and records of the Company, carried
out in accordance with the generally accepted auditing practices in India, and according to
the information and explanations given to us, we have neither come across any instance of
material fraud by the Company or on the Company by its officers or employees, noticed or
reported during the year, nor have we been informed of any such case by the management.
(xi) According to the information and explanations given to us and based on our examination
of the records of the Company, the Company has paid / provided for managerial
remuneration in accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company
is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly,
paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us, the Company
has entered into transactions with related parties in compliance with the provisions of
Sections 177 and 188 of the Act. The details of such related party transactions have been
disclosed in the financial statements as required by Indian Accounting Standard (Ind AS)
24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 3 of
the Companies (Indian Accounting Standards) Rules, 2015.
(xiv) According to the information and explanations given to us and based on our examination
of the records of the Company, the Company has not made any preferential allotment or
private placement of shares or fully or partly convertible debentures during the year.
Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination
of the records of the Company, the Company has not entered into any non-cash
transactions with directors or persons connected with them. Accordingly, paragraph 3(xv)
of the Order is not applicable to the Company.
(xvi) In our opinion and according to the information and explanations given to us, the Company
is not required to be registered under Section 45-IA of the Reserve Bank of India Act,
1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
Opinion
We have audited the internal financial controls with reference to financial statements of Behram
Chemicals Private Limited (“the Company”) as of 31 March 2021 in conjunction with our audit of
the financial statements of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, an adequate internal financial controls
with reference to financial statements and such internal financial controls with reference to
financial statements were operating effectively as at 31 March 2021, based on the internal financial
controls with reference to financial statements criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the
“Guidance Note”).
The Company’s management and the Board of Directors are responsible for establishing and
maintaining internal financial controls based on the internal financial controls with reference to
financial statements criteria established by the Company considering the essential components of
internal control stated in the Guidance Note. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to
as “the Act”).
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with
reference to financial statements based on our audit. We conducted our audit in accordance with
the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to
the extent applicable, to an audit of internal financial controls both applicable to an audit of
Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note
require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls with reference to financial
statements was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial control with reference to financial statements and their operating effectiveness.
Our audit of internal financial controls with reference to financial statements included obtaining an
understanding of such internal financial controls, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error.
Behram Chemicals Private Limited
Annexure B to the Independent Auditors’ Report – 31 March 2021
(Continued)
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Company’s internal financial controls with reference to financial
statements.
Current assets
Financial Assets
Trade receivables 4 67,84,096 59,50,536
Cash and cash equivalents 5 79,186 79,186
Income tax assets (net) 6 31,539 346
Other current assets 7 2,53,428 3,11,912
Total current assets 71,48,250 63,41,980
Total assets 1,10,43,139 1,03,24,857
Liabilties
Non current liabilities
Deferred tax liabilities(net) 10 3,22,405 2,64,106
Total non-current liabilities 3,22,405 2,64,106
Current liabilities
Other current liabilities 11 68,913 68,513
Total current liabilities 68,913 68,513
Total liabilities 3,91,318 3,32,619
Total equity and liabilities 1,10,43,139 1,03,24,857
As per our report attached For and on behalf of the Board of Directors
For Shah & Kathariya Behram Chemicals Private Limited
Chartered Accountants (CIN: U24100MH1993PTC071480)
FRN No. 115171W
Place : Mumbai
Date : 29th April, 2021
Behram Chemicals Private Limited
Statement of Profit and Loss for the Period ended March 31, 2021
Expenses
Finance costs 13 - -
Depreciation and amortisation expense 14 87,988 87,988
Other expenses 15 1,00,684 1,48,184
Total expenses 1,88,672 2,36,172
Profit before tax 8,91,328 8,43,828
Income tax expense:
- Current tax 16 2,04,162 1,62,353
- Deferred tax 10 27,582 57,043
- Tax for earlier years 16 - -
Total tax expense 2,31,745 2,19,395
Profit/(Loss) for the year 6,59,584 6,24,433
As per our report attached For and on behalf of the Board of Directors
For Shah & Kathariya Behram Chemicals Private Limited
Chartered Accountants (CIN: U24100MH1993PTC071480)
FRN No. 115171W
Place : Mumbai
Date : 29th April, 2021
Behram Chemicals Private Limited
Statement of cash flows for the Year ended March 31, 2021
Note 1 :
The above cash flow statement has been prepared under the indirect method as set out in Indian Accounting standard 7 Cash Flow Statement
notified u/s 133 of Companies Act, 2013 ("Act") read with Rule 4 of the Companies (Indian Accounting Standards) Rules 2015, as amended
and the relevant provisions of the Act.
As per our report attached For and on behalf of the Board of Directors
For Shah & Kathariya Behram Chemicals Private Limited
Chartered Accountants (CIN: U24100MH1993PTC071480)
FRN No. 115171W
Place : Mumbai
Date : 29th April, 2021
Behram Chemicals Private Limited
Statement of changes in equity for the Year ended March 31, 2021
B. Other equity
Retained
Notes Total Equity
earnings
Balance as at April 1, 2019 9 33,67,805 33,67,805
Profit/(loss) for the year 6,24,433 6,24,433
Other comprehensive income for the year - -
Total comprehensive income for the year 6,24,433 6,24,433
Transactions with owners in their capacity as owners: - -
Dividends paid (including dividend distribution tax) - -
Balance as at March 31, 2020 39,92,238 39,92,238
As per our report attached For and on behalf of the Board of Directors
For Shah & Kathariya Behram Chemicals Private Limited
Chartered Accountants (CIN: U24100MH1993PTC071480)
FRN No. 115171W
Place : Mumbai
Date : 29th April, 2021
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
A. General Information
Behram Chemicals Private Limited ("the Company") is a private limited company, which is domiciled and incorporated in the Republic of India with its
registered office situated at Godrej One, 3rd Floor, Pirojsha Nagar, Eastern Express Highway, Vikhroli East, Mumbai - 400 079. The Company was
incorporated under the Companies Act, 1956 on April 6, 1993.
The accompanying standalone financial statements have been prepared in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015, as amended and notified under
section 133 of the Companies Act, 2013, (the 'Act') and other relevant provisions of the Act.
The financial statements have been prepared on a historical cost basis, except for the following:
- certain financial assets and liabilities (including derivative instruments) that is measured at fair value (refer- Accounting policy regarding financials
instruments);
- defined benefit plans – plan assets measured at fair value less present value of defined benefit obligation; and
- share-based payments - measured at fair value
While preparing standalone financial statements in conformity with Ind AS, the management has made certain estimates and assumptions that require
subjective and complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income
and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the
reporting period. Future events rarely develop exactly as forecasted and the best estimates require adjustments, as actual results may differ from these
estimates under different assumptions or conditions.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.
Ind AS 116 requires lessee to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease,
if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses
whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers
factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance
of the underlying asset taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future
periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions,
the Group has concluded that no changes are required to lease period relating to the existing lease contracts.
Revenue from the sale of goods are recognized when control of the goods has transferred to our customer and when there are no longer any unfulfilled
obligations to the customer, This is generally when the goods are delivered to the customer depending on individual customer terms, which can be at the
time of dispatch or delivery. This is considered the appropriate point where the performance obligations in our contracts are satisfied as the Company no
longer have control over the inventory.
Our customers have the contractual right to return goods only when authorized by the Company.
2. Foreign currency :
Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. All
other foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within Loss on Exchange Rates & Forward
Exchange Contracts.Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the
fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least
twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
Gratuity obligations
The following post – employment benefit plans are covered under the defined benefit plans:
Gratuity :
The Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in
the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation
results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future
refunds from the plan or reductions in future contributions to the plan.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they
occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.
Employee options:
The fair value of options granted under the Astec LifeSciences Limited Employee Stock Option Plan is recognised as an employee benefits expense with
a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
- including any market performance conditions (e.g., the entity’s share price)
- excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee
of the entity over a specified time period), and
-including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a specific period of time).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in India.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the
reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax
balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and
intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
(5) Inventories
Raw materials and stores, work in progress, traded and finished goods
Raw materials and stores, work in progress, traded and finished goods are stated at the lower of cost and net realisable value. Cost of raw materials and
traded goods comprises cost of purchases. Cost of work-in progress and finished goods comprises direct materials, direct labour and an appropriate
proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Cost of inventories also
include all other costs incurred in bringing the inventories to their present location and condition. Cost includes the reclassification from equity of any
gains or losses on qualifying cash flow hedges relating to purchases of raw material but excludes borrowing costs. Costs are assigned to individual items
of inventory on the basis of weighted average price. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable
value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the
sale.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase/acquisition. Depreciation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable
amount
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within other
gains/(losses).
Investment properties are depreciated using the straight-line method over their estimated useful lives. Investment properties generally have a useful life
of 25-40 years.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
Intangible assets viz. Computer software and product registration, which are acquired by the Company and have finite useful lives are measured at cost
less accumulated amortisation and any accumulated impairment losses.
The cost of intangible assets at 1st April 2015, the Company’s date of transition to Ind AS, was determined with reference to its carrying value at that
date.
Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated
useful lives, and is generally recognised in profit or loss.
The intangible assets are amortised over the estimated useful lives as given below:
-Computer software : 6 years
-Product Registration : 5 years
Other borrowing costs are expensed in the period in which they are incurred.
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the
Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the
Directors of the Company. The Company does not have any operating segment based on the information reviewed by CODM as there is no commercial
business activity in the company.
i. Financial assets
Classification
The Company classifies its financial assets in the following measurement categories:
- Where assets are measured at fair value, gains and losses are either recognized entirely in the Statement of Profit and Loss (i.e. fair value through
profit or loss), or recognized in Other Comprehensive Income (i.e. fair value through other comprehensive income).
- A financial asset that meets the following two conditions is measured at amortized cost (net of any write down for impairment) unless the asset is
designated at fair value through profit or loss under the fair value option.
Business model test: The objective of the Company’s business model is to hold the financial asset to collect the contractual cash flows (rather than to sell
the instrument prior to its contractual maturity to realize its fair value changes).
Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
Equity investments
- All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For
all other equity instruments, the Company decides to classify the same either as at FVOCI or FVTPL. The Company makes such election on an
instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
- If the Company decides to classify an equity instrument as FVOCI, then all fair value changes on the instrument, excluding dividends, are recognized in
the OCI. There is no recycling of the amounts from OCI to profit and loss, even on sale of investment. However, the Company may transfer the
cumulative gain or loss within equity.
- Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed
from the Company’s balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without
material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of
the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the
asset
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to
what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of
the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing
involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis
that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset
and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the
following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, and bank balance.
b) Trade receivables - The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. Trade receivables are tested for impairment
on a specific basis after considering the sanctioned credit limits, security like letters of credit, security deposit collected etc. and expectations about
future cash flows.
ii. Financial liabilities
Classification
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into
and the definitions of a financial liability and an equity instrument.
The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial liabilities at fair value through the
Statement of Profit and Loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value.
(15) Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group’s lease asset classes primarily consist of leases for land and buildings. The group assesses whether a contract contains a lease, at inception of
a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the group assesses whether: (1) the contract
involves the use of an identified asset (2) the group has substantially all of the economic benefits from use of the asset through the period of the lease and
(3) the group has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease
arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short term
and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities
includes these options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at
or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less
accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the
underlying asset.
Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be
recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is
determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such
cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the
interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease
liabilities are remeasured with a corresponding adjustment to the related right of use asset if the group changes its assessment if whether it will exercise
an extension or a termination option.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.
Group as a lessor
Leases for which the group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance
or operating lease by reference to the right-of-use asset arising from the head lease.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount.
The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to
their present value based on an appropriate discount factor that reflects current market assessments of the time value of money and the risk specific to the
asset.
When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier accounting periods which no longer exists
or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent the amount was previously
charged to the Statement of Profit and Loss. In case of revalued assets, such reversal is not recognised.
(17) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the
end of the reporting period but not distributed at the end of the reporting period.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding
bank overdrafts as they are considered an integral part of the Company’s cash management.
c Reconciliation of number of equity shares outstanding at the beginning and the end of the year :
f Shareholders holding more than 5% shares in the company is set out below:
March 31, 2021 March 31, 2020
Name of Shareholder
No of shares % No of shares %
Astec LifeSciences Limited (holding Company) 39,380 65.63% 39,380 65.63%
M.C. Chemicals 20,000 33.33% 20,000 33.33%
Movement in deferred tax balances for the year ended March 31, 2021
Balance as at Recognised in Balance as at
Particulars Tax for earlier years Net Deferred tax asset Deferred tax liability
April 1, 2020 profit or loss March 31, 2021
Deferred tax asset
Property, plant and equipment (2,97,821) 24,583 - 24,583 3,22,404 (3,22,404)
Mat Credit 33,715 2,999 (30,716) 33,715 - -
Tax assets / (Liabilities) (2,64,106) 27,582 (30,716) 58,298 - 3,22,404 (3,22,404)
The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same tax authority.
Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred
income tax assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
TOTAL - -
(b) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:
Profit before income tax expense 8,91,328 8,43,828
2,31,745 2,19,395
The Company’s weighted average tax rates for the year ended March 31, 2021 and March 31, 2020 were 26.00% and 26.00%, respectively.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
(b) Number of equity shares outstanding at the end of the year 60,000 60,000
Effect of potential equity shares - -
Revised number of potential equity shares outstanding at the end of the year 60,000 60,000
Weighted average number of potential equity shares outstanding during the year 60,000 60,000
Note 17.1 The calculation of diluted earnings per share is based on profit attributed to equity shareholders and weighted average number
of equity shares outstanding after adjustments for the effects of all dilutive potential equity shares.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
Carrying amount
Fair value
Fair value
As at March 31, 2021 Notes through profit Amortised Cost Total
through OCI
and loss
Financial assets
Non Current Financial Assets
Security deposits 3 - - 10,12,026 10,12,026
- - 78,75,308 78,75,308
Carrying amount
Fair value
Fair value
As at March 31, 2020 Notes through profit Amortised Cost Total
through OCI
and loss
Financial assets
Non Current Financial Assets
Security deposits 3 - - 10,12,026 10,12,026
- - 70,41,748 70,41,748
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
The carrying amount of trade receivables, trade payables and cash & cash equivalents are considered to be the same as their fair values, due to their short term nature.
The carrying amount of security deposits are considered to be reasonable approximation of fair value.
During the reporting year ending March 31, 2021 and March 31, 2020, there were no transfers between levels 1 and 2 fair value measurements
The Company's policy is to recognise transfers into and transfers out of fair value hirerchy level as at the end of reporting period.
The Company’s business activities expose it to a variety of financial risks, namely credit risk, liquidity risk and market risks. The Company's senior management has the overall responsibility for the establishment
and oversight of the Company's risk management framework and is responsible for developing and monitoring the Company's risk management policies. These policies are established to identify and analyse the
risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees
understand their roles and obligations.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
i. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another
financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under
both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts disclosed in the table are the contractual undiscounted cash flows.
ii Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company's receivables from customers and loans and advances.
The carrying amount of following financial assets represents the maximum credit exposure:
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the
geography in which it operates. Credit risk is managed through credit approvals, establishing credit limits and
continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course
of business.
The Company has established a credit policy under which each new customer is analysed individually for creditworthiness
before the Company’s standard payment and delivery terms and conditions are offered. Accordingly no provision has been
made on the same.
The company individually monitors the sanctioned credit limits as against the outstanding balances. Accordingly, the
Company makes specific provisions against such trade receivables wherever required and monitors the same at periodic
intervals.
The Company monitors each loans and advances given and makes any specific provision wherever required.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade
receivables and loans and advances.
The maximum exposure to credit risk for trade and other receivables by type of counterparty was as follows :
Carrying amount
Particulars Notes March 31, 2021 March 31, 2020
Financial Assets (Non-current)
Loans 3 10,12,026 10,12,026
78,75,308 70,41,748
Impairment
The ageing of trade and other receivables that were not impaired was as follows.
Management believes that the unimpaired amounts which are past due are collectible in full.
Other than trade and other receivables, the Company has no other financial assets that is past due but not impaired.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
Parties with whom the company has entered into transactions during the period where control exists
1 Holding Company
Astec LifeSciences Limited holds 65.63% Equity Shareholding in the Company. Astec LifeSciences Limited is a subsidiary of Godrej Agrovet
Limited (GAVL) and GAVL is the subsidiary of Godrej Industries Limited (GIL). GIL is the Ultimate Holding Company of the Company.
2 Fellow subsidiaries
A. Subsidiaries of Astec LifeSciences Limited (ASTEC):
1. Astec Europe Sprl (upto 31st August, 2020)
2. Comercializadora Agricola Agroastrachem Cia Ltda
Expenses Charged to /
Reimbursement made by other
companies
Astec LifeSciences Limited Holding Company 2,13,140 1,87,892
Loans to/from related parties are generally repayable on demand at interest rates of 8% to 12% per annum. All other transactions were made on
normal commercial terms and conditions and on at arm's length basis.
All the outstanding balances are unsecured and are repayable in cash.
Behram Chemicals Private Limited
Notes forming part of the Financial Statements
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as
total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. Adjusted equity comprises of all
components of equity other than amounts accumulated in the effective portion of cash flow hedges and cost of hedging.
The Company’s adjusted net debt to equity ratio at March 31, 2021 was as follows.
b) Dividends
Particulars March 31, 2021 March 31, 2020
(i) Dividend not recognised at the end of the reporting period
The directors have recommended the payment of a Final dividend of Nil per fully paid equity - -
share (March 31, 2020 - Nil). This proposed dividend is subject to the approval of
shareholders in the ensuing annual general meeting.